(e) On June 6, 2011, the Board of Directors of Optimer Pharmaceuticals, Inc. (the Company) approved an amendment (the Amendment) to the Companys 2006 Equity Incentive Plan (as amended, the Plan) to provide for the reservation of an additional 1,000,000 shares of the Companys common stock to be used exclusively for the grant of awards to individuals not previously an employee or non-employee director of the Company (or following a bona fide period of non-employment with the Company), as an inducement material to the individuals entry into employment with the Company within the meaning of Rule 5635(c)(4) of the NASDAQ Listing Rules (Rule 5635(c)(4)). The Plan was amended by the Board of Directors without stockholder approval pursuant to Rule 5635(c)(4).

A complete copy of the Plan is filed herewith as Exhibit 99.1. The above summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

2006 Equity Incentive Plan, as amended.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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